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No Human/Demihuman Races

The fun of the Thundercats is that there were no humans and that image of a world
populated by anthropomorphic animals was something different and alien. (To my
knowledge, Mumm-Ra was the only Human on Third Earth) Use only anthro-animal
races like Gnolls, Lizardmen, catfolk, etc.

Medium Magic

Remove classes that prepare spells in advance, such as wizard and cleric, and allow
only spontaneous casters like sorcerers and favored souls. This is slightly lower the
magic level of the world by limiting the number of spells your players will have
access to, but most importantly it will better fit the theme of primal forces and
innate power.

Dealing with Tech

The new series sets up technology as something that the Thundercats dont use or
really understand. This approach will help to highlight the nature/tech dichotomy of
the show, and make your life easier as a DM. Tech should be as obscure to your
characters as ancient artifacts are to your players.

If you get too liberal with the Tech, you wont be playing a fantasy game any more. If
you add too much, it will cease to be powerful and mystical. Besides tech is the
weapon of Mumm-Ra and his forces, if you give your players too much tech, it will
blur the lines between the nature/tech struggle at the heart of the series.

I would use the futuristic weapons listed in the DMG page 146 to outfit Mumm-Ras
goons. A Thundrillium shortage could explain away every single soldier doesnt
carry a rifle.


You can simply use the catfolk from the Races of the Wild book, or use the following
subspecies to give your world more definition. These variations follow the catfolk
entry, expect as noted. I made each of these the same size, even though wild cats
vary greatly in size : Cheetah 140 lbs., tigers 675 lbs., lions 550 lbs. (thanks

Lion- +2 Str, +2 Dex, +2 Chr, Size: medium, Favored Class: Fighter

Noble and strong, the lionfolk are the rulers of Thundera.

Tiger- +4 Str, +2 Dex, Size Medium, Favored Class, Ranger

Solitary and brooding, tigerfolk are stronger than lions, but do not work well in a
groups, preferring to work alone.

Cheetah- +4 Dex, Size medium, Favored Class: Scout, Bonus Feats: Improved
Initiative, Dash[1]

The fastest of the Thundercats, the cheetahfolk arent as strong as their brothers.

Sabertooth- +6 Str, -2 Chr, Size medium, Favored Class: Barbarian, Bonus Feat:

Savage and feral, the Sabertoothfolk are the strongest of the Thundercats, but the
hardest to lead.

These are just a few of the possibilities. I thought of doing other types, Panthers for
example, but it is hard to make them mechanically different from tigers.

Sword of Omens (minor artifact)

This version is based on the new series. The original sword had about 126 powers
and would be impossible to duplicate.

The Sword of Omens is a +5 thundering sword. The sword has the following

Size Variation- As a standard action the wielder may change the size of the sword to
any one of the following: dagger, short sword, longsword, sword. Regardless of the
weapons size it retains all its properties.

Call of the Pride- As a standard action the wielder can produce the symbol of his
clan in the air. The symbol is visible to clan members regardless of distance of

Sight Beyond Sight- Once per day, as a standard action the wielder may use
Clairaudience/Clairvoyance as per the spell. Caster level 20th.

Claw Shield

The claw shield is a leather glove reinforced with steel strips. It acts as a buckler,
and thanks to its steel claws, can act as a slashing weapon as well. Because of its
strange nature, the claw shield is an exotic weapon. (DMs could consider giving
Thundercats this proficiency as a bonus racial feat)

Claw Shield 30gp 1d6 dmg x2 crit 2lbs. slashing armor bonus 1 armor
check penalty -2 10% arcane spell failure

The shield claw cannot be used to perform a shield bash, and the user cannot wield
a weapon in their claw hand as the claws are fixed. The shield claw is considered a
light weapon. Claw shields can be adapted to sheath small blades.

Hopefully this will give you a starting point to work from. If you enjoyed this post
and would like to see more like it, let me know. Next time I could stat out Mumm-Ra
and create a Thundertank.
Lord of the Thundercats[edit]

Truth, Honor, Loyalty, Justice, this is the code of Thundera.

The Thundercats were an ancient race of feline humanoid outsider nobles that fled
their doomed anthropomorphic plane and eventually found their way to the Prime
Material Plane. Pursuing them were several evil races collectivly known as the
Mutants, who ranged from anthropomorphic jackles and lizards, to apes and
vultures. Upon finding themselves on the Prime, each side built themselves vast
strongholds, filled with magics beyond those seen anywhere else on the Prime
Material Plane.
But, that was many ages ago, and the outcome of their battles is not known. Time
came, and time went, and both the Thundercats and the Mutants eventually
vanished from the face of the Oerth, their magics faded and their weapons were lost
to the ages. All but one, the most powerful relic of their doomed plane, a sword of
immense power, the Sword of Omens. Weilded only by the Lord of the Thundercats,
the Sword of Omens embodied all the Thundercats stood for. Although the
Thundercats themselves are long since gone, this epic sword remains, waiting for a
new master to claim it, and begin the long road of mastering it's skills.


BAB: +5
Skills: Knowledge (History): 3 Ranks, Knowledge (Legend): 3 Ranks, Knowledge
(Nobility): 2 Ranks
Alignment: Must be Lawful Good
Special: Must possess or have made contact with the Sword of OmensClass Skills (4

+ Int Modifier per Level)

Climb (Str), Diplomacy (Cha), Jump (Str), Knowledge (History) (Int), Knowledge
(Legend) (Int), Spot (Wis), and Tumble (Dex).
Weapon and Armor Proficiency: The Lord of the Thundercats focuses on training with
the Sword of Omens, and gains no extra proficiencies beyond this.
Extend Sword: Using a Command Word Activation (HO!) the Lord of the Thundercats
can extend the Sword of Omens into a Longsword, instead of it's normal Shortsword
form. The LotT is considered to be proficient in both forms.
Summon Allies (Sp): As a Full Round Action, the Lord of the Thundercats may extend
the Sword of Omens and summon his allies to his side by sending out a large signal
into the sky. Designated allies* who see the symbol are compelled to go to the LotT
as quickly as possible.
Designated Allies (Su): The LotT may use the SoO to designate a party member as
an Ally by placing an emblem on their clothing or armor. The emblem is transferable
to new armor or clothes, but only by the designated ally, and only to other items
that they wear.
Sword Mastery: At lvl 2, the LotT counts as having Weapon Focus in the Sword of
Omens (both forms - Includes Claw Shield). At lvl 4, and every 2 levels thereafter,
the Sword of Omens gains an effective +1 enchantment bonus (+2 at lvl 4, +3 at lvl
6, +4 at lvl 8, and +5 at lvl 10). In addition to this, the LotT counts as having
Weapon Specialization (Sword of Omens) at lvl 6, and Improved Critical (Sword of
Omens) at lvl 8.
Danger Warning (Ex): The sword often knows of danger before it's owner. It will give
an audible warning whenever there is danger near. In game terms, this grants +2
Dodge Bonus to AC vs. Traps.
Call Sword (Su): At third level, the LotT may call the Sword of Omens to his hand,
and it will come. The sword counts as having a Fly speed of 100, with perfect
manuverability, and is intelligent enough to avoid obsticals. The Sword of Omens
does not actually need to be able to "hear" the call.
Sight Beyond Sight (Sp): By peering through the curved hilt of the sword, the LotT
may Scry on any person, object, or location within 1 mile per every 2 LotT levels.
Shield Disk (Sp): By spinning the Sword of Omens, the LotT may create a disk of
pure force that acts like a defensive shield, granting him total cover, and 3/4 cover
to up to 3 other characters that take refuge behind it. Those behind the shield
cannot take any offensive action without leaving the cover of the disk. Maintaining
the shield disk is a full round action, as is ending it. However, it is a strain on the
LotT, 1/4 of all damage it absorbs is transfered to the LotT as nonlethal damage.

Augmented Summoning: Summon Allies now grants a +2 circumstance bonus to all

ability scores of designated allies for 1 round per LotT levels.
Spell Deflection (Ex): The LotT may deflect any spell that requires an attack roll
using the Sword of Omens. Deflection requires a Reflex save who's DC is equal to
the caster's normal spell DC.
Sword Teleportation (Sp): As a full round action, the LotT may now Teleport as per
the spell using the Sword of Omens. Treat his caster level as being equal to his LotT
Special Note: The abilities of the PrC are wholey dependant upon the Sword of
Omens, and are a reflection of the Lord of the Thundercat's growing skill at using
the powers the sword already posesses. If the LotT loses the sword for any reason,
he loses all special abilities of this PrC save for Call Sword*.

Sword of Omens[edit]

Major Artifact
The Sword of Omens is +1 Holy Adamantine Shortsword with a large gemstone
embedded in the hilt just below the blade. Although not a sentient weapon per say,
it does have the ability to Determine Alignment of anyone who holds it, and reacts
For Good aligned characters, the Sword of Omens is capable of firing a ray of Holy
energy similar to a Ray of Frost. This ray requires a Ranged Touch Attack to hit, and
does 1d3+1 points of Holy damage plus 1d2 points of Electricity damage.
For Neutral characters, the Sword of Omens functions only as a +1 Adamantine
For Evil characters, the Sword of Omens refuses to function at all, and deals 1d6
points of Holy damage every round they attempt to grasp it.
However, by covering the catseye gemstone in the hilt, either by wrapping it in
cloth or covering it with an opaque substance, blinds the eye and the sword loses all
of it's powers and reverts to a +1 Adamantine Shortsword, regardless of the user's
true alignment.
Special: For every week any character posses the Sword of Omens, they must make
a Will Save (DC 10 + 1 per week since the last alignment shift) to avoid an
alignment shift towards Lawful Good. However, once the character becomes Lawful
Good (if they were not already), they may be eligible to take the Lord of the

Thundercats PrC.
The Lord of the Thundercats grants the wielder of the Sword of Omens a number of
additional powers based on the sword. If the eye is blinded, the Lord of the
Thundercats loses ALL granted abilities (including the ability to Call Sword) until the
eye's sight is restored.

Claw Shield[edit]

Minor Artifact
The Claw Shield is the companion piece to the Sword of Omens. Its most basic
function is that of a +2 Adamantine Small Shield, but it also possesses several
lesser functions:
Sheath: The Claw Shield functions as a sheath for the Sword of Omens. While
sheathed in the Claw Shield the Sword of Omens may not be removed by anyone
but the Lord of the Thundercats. However, while sheathed, the sword cannot use
any of it's special abilities save for the Danger Warning ability. While sheathed, it is
also incapable of dealing damage to evil aligned characters when grasped.
Claws: The Claw Shield is not called a Clawed Shield for nothing. On the end of each
finger is a large sharp claw. Treat these claws as shield spikes that do slashing
damage instead of piercing.
Grappling Rope: The Claw Shield is capable of firing a medium length line of
rope/wire from one of it's claws as a standard action. The range for this rope is 100
ft, and the adamantine claw tip allows it to lodge into even solid stone on a
successful ranged touch attack. However, this ability is incapable of causing
damage to an opponent. If the rope is cut or broken, the Claw Shield may not use
this ability until it is repaired.
Smokescreen: The Claw Shield has a hidden slot inside of it that can hold one
smokestick. As a full round action, the claw shield may ignite the smokestick and
project out a cloud of obscuring smoke in front of the wearer via concealed tubes
under the knuckle studs. Treat smoke normally.


Male Enchanted Human Paladin 20

CR 25; Medium-Sized humanoid (human); HD 20d10+80; hp 220; Init +8; Spd 30 ft;
AC 24 (touch 14, flat-footed 20, add 6 to normal and flat-footed when shield is
used); Atk +20/+15+10/+5 (1d10+5+9 plus 1d6 electricity plus 2d6 holy/19-20,
The Sword of Greyskull); SA smite evil, turn undead (seven times a day as a 18th
level cleric, Sword is used as holy symbol), spells; SQ detect evil, divine grace, lay
on hands(80 hp per day), remove disease (six times per day), divine health, bonded
mount, alter ego; AL LG; SV Fort 20, Ref 14, Will 12 (divine grace bonus already
applied); Str 28, Dex 19, Con 19, (physical ability scores may increase; see below)
Int 16, Wis 15, Cha 18.
Skills: Heal +23, Jump +19, Knowlege (Eternia) + 18, Knowlege (Nobility and
Politics) +18, Ride +29, Sense Motive + 13.
Feats: Cleave, Exotic Weapon Proficiency (bastard Sword), Great Cleave, Improved
Initiative, Improved Unarmed Strike, Power Attack, Stunning Fist, Sunder.
Alter-Ego (Su): Due to one of the effects of his sword (see below), He-Man has a
unique superhuman ability, that of the Alter-Ego. When He-Man is not needed, he
can revert to his origional identity, that of sixteen-year-old Adam, Crown Prince of
Eternia. Adam is more than a disguise; it is an entirely different body that shares the
same spirit and soul. Whether Adam or He-Man is the being's "true" form can not be
determined; even he does not know, and it is perhaps best if the answer to the
question is not pursued.
Adam's stats are as follows:


Male human Aristocrat 8

CR 8; HD 8d8+16; hp 68; Init +5; Speed 30 ft; Ac 11 (touch 11, flat-footed 10); Atk
+6/+1 (1d10+2/19-20, The Sword of Greyskull in dormant state); AL LG; SV Fort +8,
Ref +4, Will +5; Str 14, Dex 12, Con 14, Int 16, Wis 15, Cha 14.
Skills: Bluff +23, Diplomacy +22, Knowlege (Eternia) +18, Knowlege (Nobility and
Politics)+18, Ride +16.
Feats: Cleave, Exotic Weapon Proficiency (bastard Sword), Improved Initiative, Power

While the difference between Adam and He-Man is physical, it is not psychological.
Adam can be well intentioned and brave when he wants to be, but as a warrior, he
is clearly an amateur. Sadly, because he must keep his alter-ego a secret from
almost everybody and must frequently flee from danger to make the change, many
of his friends - and even his parents - tend to believe he is a coward.

Possessions: The Sword of Greyskull, Large +5 Steel Shield (only occasionally

carried). He-Man seldom carries any weapons, armamens, or magic items other
than these.

The Sword of Greyskull: This ornate bastard sword, created by Castle Greyskull
itself, is a potent artifact, and the key to He-Man's power. Its primary purpose is to
serve as a link between He-Man and Greyskull; in fact, it may be that the Sword
itself has no true powers of its own, and Greyskull is the only true artifact (Greyskull
IS an artifact of immesurable power, perhaps the most powerful in existence, so the
question remains unknown). At any rate, this link cannot be severed - even if HeMan is on another plane, the Sword can still draw power from its creator.
As a weapon, the Sword of Greyskull is a Holy, Shocking Burst, Mighty Cleaving, +5
bastard Sword. (It is not an intelligent weapon, probably because it is an extension
of Greyskull, which IS sentient and intelligent). However the Sword has many other

* Primarily, the Sword can transform Adam to He-Man and back (see "Alter-Ego"
above). Each transformation takes a full round action (but since it is always done
out of site away from combat, this is rarely a problem). He may transform from
Adam to He-Man and back again as many times as necessary.
When in Adam's form, the Sword also changes, becoming a rather plain bastard
sword. In this dormant state, the sword has no powers, other than the ability to
transform Adam to He-Man.

* Ten times per day, as a full round action, He-Man can use the Sword to draw power
from Greyskull, increasing his Strength, Dexterity, or Constitution by five points for
one hour. Note that while limited to ten times per day, He can use this ability round
after round if he so desires, giving himself godlike strength in mere minutes.

* He-Man con invoke the following spell-like affects from the Sword, for his or other's
benefit: 3 times per day: Daylight, Holy Smite, Flame Strike, Searing Light; Once per
day: Heal, Holy Aura, Holy Word.

* He-Man must use his Sword to invoke his Lay on Hands ability, his Remove
Disease ability, and all paladin spells. The sword is used as a Focus Component,
whenever one is needed.

The sword has many other powers. For example, one time when a very unstable
minor artifact called the Corodite Crystal was about to explode because Merman
misused it (which would have been the magical equivalent of a hydrogen bomb) HeMan was able to use the Sword to absorb its energy, causing it to crumble into
harmless power. If a Player portraying He-Man thinks of a reasonable power that the
Sword could have and the DM okays it, the power exists. However, the DM should
not be too generous - even artifacts cannot do everything.
Only He-Man and the Sorceress can use any of the Sword's powers (she cannot use
it to invoke his transformation or use his paladin abilitis or spells). In anyone else's
hands, the Sword doesn't even function as a normal bastard sword, becoming blunt,
heavy, and doing no more damage than an awkward club.

Spells per day: 4/4/3/5

Typical Spells: Bless, Cure Light Wounds, Divine Favor, Protection From Evil; Remove
Paralysis, Resist Elements, Shield Other, Delay Poison; Cure Moderate Wounds, Heal
Mount, Remove Blindness/Deafness; Cure Serious Wounds, Death Ward, Neutralize

Bonded Mount: He-Man's Bonded Mount is a friend he has known his whole life - a
fierce riding cat which Greyskull created from his pet cat Kringer. Now called Battle
Cat, he is He-Man's loyal steed and partner.

Large Magical Beast; CR 15; HD 14d10+56; hp 180 Init +1; Spd 35 ft (50ft without
barding); AC 34 (touch 12, flat-footed 32); Atk 2 claws +10 melee, 1 bite +5 melee;
Dmg claw 1d8+6, bite 2d6+3; face/reach 5ft by 10 feet/5ft; SA command felines,
pounce, improved grab, rake; SQ alter-ego, improved evasion, share spells,

emphatic link, share saving throws, spell resistance (25); AL LG; SV Fort 20, Ref 14,
Will 12; Str 23, Dex 15, Con 17, Int 12, Wis 16, Cha 16.
Skills: Climb +10, Listen + 15, Spot +5, Swim +8
Battle Cat wears magical +5 Half Plate Barding
Pounce (Ex): If Battle Cat leaps on an opponent in the first round of combat, he can
make a full attack, even if he has already taken a move action. He cannot use this
ability while carrying a rider.
Improved Grab (Ex): To use this ability, Battle Cat must score a successful hit with a
claw or bite attack; if he gets ahold, he may attempt a rake attack. He may not use
this ability while carrying a rider.
Rake (Ex): After a successful Pounce or Improved Grab, Battle Cat can attack with
his rear claws (+9 melee) doing 1d8+3 damage each.
Alter-Ego (Su): Like his master, Battle Cat can revert to his original form when Battle
Cat is not needed (again, which form is now his "true" form can not be dermined).
Kringer's stats are identical to a common leopard (see the Monster Manual) except
that he has no means of attack (he has long been declawed, and is far too tame to
ever bite anyone), is lawful good, and has an Intellingence and Charisma of 12. Plus,
the change is also psychological; Kringer is a notorious coward who is prone to bolt
at anything that is even the least bit frightening (though he will never resist being
transformed into Battle Cat).
In any case, Kringer is transformed into Battle Cat when Adam transforms into HeMan; Adam does not HAVE to transform Kringer, but he cannot do so without
transforming into he man, but he can transform Kringer if he is already He-Man, by
taking a full-round action. Battle Cat automatically reverts to Kringer when He-Man
reverts to Adam, even if the two are separated.
Note: In the current version of the show, Kringer and Battle Cat can NOT talk.

Appearance: With his Adonis-like frame, disdain for armor, and wild eyes and hair,
He-Man more resembles a barbarian than the paladin he is. But make no mistake Greyskull would never have chosen as it guardian someone whose heart wasn'tpure
enough to accept the call of the divine warrior. And while his appearance can be
intimidating, his personality is anything but - so long as you don't get on his bad

Tactics: In battle, He-Man tends to have an odd sense of humor, which leads him to
taunt and goad opponents. Perhaps he thinks that angry opponents become

careless, or maybe it's traces of the teenage Adam's immaturity showing through.
However, his attitude quickly can turn deadly serious when lives are in danger. Then
the kid gloves come off, to reveal fists of superhuman strength.
Being a paladin, He-Man's primary concerns in a crisis are to protect innocents, aid
his allies, and apprehend criminals - in that order. If Evil-lyn is pelting a village with
Fireballs, his first job is to get the villagers to safety, calling the Masters for backup
in the process. If doing so means letting Evil-lyn get away to do it, so be it.
When fighting Skeletor's hordes, He-Man won't necessarily fight for keeps. He IS a
paladin, and he knows the meaning of mercy. If a foe is near defeat, he'll always
give them a chance to surrender. Only when all else has failed will he consider
killing an enemy. His restraint and self-control is admired by many heroes.

History: To fully understand the history of He-Man, one must understand the history
of his power source, Castle Greyskull.
Long years ago, a cabal of ancient wizards and sorcerers of goodness existed who
held the secrets of Eternia's magical power, power so great that it could undo reality
and shape it in any way its possessor desired; power so great it could make gods
tremble. Naturally, these Elders as they called themselves, protected these secrets
with their lives - if evil claimed them, the universe would be doomed.
But an powerful evil warlord named Kelvor learned of these Elders, and gathered a
horde of evil warriors. They attacked them, but they were no match for the Elders.
They cursed the egotistical Keldor, and banished him and his henchmen to the Dark
Hemisphere, a place on Eternia of great evil where no sane creature dares go.
Several decades passed. The Elders predicted that evil would return; their mortal
bodies were now too frail and decrepit to combat it. So they devised a plan.
They gathered in an ancient ruin that Eternians were fond of calling "Castle
Greyskull," due its skull-shaped front. Whatever purpose this castle was origially
built for had been forgotten for centuries, but it would now have a new one. The
Elders chanted and conjured for weeks, speaking the words of one ultra-powerful
spell. When it was done, all of Eternia shook, and every creature on the planet felt a
breif twinge of pain.
The Elders were no more. They had used the spell to meld, bodies, souls, and
spirits, with the walls of Greyskull. They had lost their identities and individuallity,
but now their vital secrets were safe in a powerful monolith of stone. Their next act
was to find a caretaker for the Castle; they found one, in a mysterious woman who
is now known only as The Sorceress. The only thing left was to find a guardian - but
that could wait.

Eventually, after a few decades more, evil did return. Keldor, now calling himself
Skeletor, escaped from the Dark Hemisphere, along with his evil minions. He
launched an attack on the Eternian Royal Palace, believing that King Randor knew
the location of the Elders.
In the early stages of the battle, a strange feeling started to come over Randor's
sixteen-year-old son Adam, Eternia's Crown Prince and heir to the throne, as well as
the kings general Duncan, , aka Man-at-Arms, a man who, unbeknownst to anyone,
knew more about Greyskull and the Elders than just about anyone. Guessing what
the feeling probably was, Duncan led th reluctant Adam to the Castle, where the
drawbridge swung open to great them.
Inside, the two were confronted by the beautiful Sorceress. She told Adam, in no
uncertain terms, that the Castle had chosen him as its protector; he would become
its guardian, in order to protect the secrets that the Elders had worked so hard to
Unfortunately, the teenager, naive and skeptical as he was, was unwilling to believe
such a farfetched story. Why would the great and powerful Elders chose a clumsy
sixteen-year-old kid to protect such vital power. He scoffed and left the building,
much to the Sorceress and Man-at-Arm's disappointment.
However, in the ensuing hours, the battle between Skeletor's forces and Randor's
elite warriors (later called the Masters) intensified. Adam soon saw that his friends
were being trounced. Finally, when Skeletor himself kidnapped his father, Adam saw
that he had no choice, and he ran back to Greyskull. Unseen by him, his pet cat
Kringer and Randor's court magician Orko saw him flee, and out of curiosity,
followed him.
When Adam again met the Sorceress, little needed to be said. She led him to the
Castle's inner sanctium, and handed him the Sword of Greyskull, which then and
there transformed him into He-Man for the first time. The Sorceress then said he
would need a companion; he then saw that Kringer and Orko were watching. So, he
turned the Sword's power on his beloved pet, transforming him into the powerful
Battle Cat.
Finally, the Sorceress warned him that his dual identity must forever be a secret, for
if the forces of evil should ever learn it, even accidentally, the consequences would
be dire.
With He-Man joining the battle, the tide quickly turned. Randor was rescued, and
Skeletor's forces were defeated.
Since then, Adam has adjusted to his role as Defender of Greyskull quite nicely. To
the other Masters (aside from Man-at-Arms and Orko) he is somewhat of a mystery,
but they are always glad for his help (that is a great irony: he is the most powerful

Master, but as he is not technically an employee or ally of Randor, he is really just

an unofficial member of the group). He really does not know why the Castle chose
him; not even Man-at-Arms, who has studied the Elders and Greyskull exstensively
and is the closest thing the Sorceress has to a confidant, has any idea why. The
Sorceress may know why, but she isn't telling. It doesn't matter. He-Man has proved
an effective Guardian, and likely will continue to be so for the immediate future.

The Evil Lord of Destruction


Male Half-Fiend/Half-Human Wizard 13/Blackguard 7

CR 22; Medium-Size Outsider (Evil); HD 13d4+52 plus 7d10+28; hp 166; Init +2;
Speed 30 ft; AC 24 (Touch 23, Flat-Footed 22); Atk +12/+7 melee(1d6+4+2 plus
2d6 evil, Unholy +4 Shortsword), +12/+7 melee (1d6+4+2 plus 2d6 evil, Unholy +4
Shortsword); or +15/+10 (1d6+5+2 plus 2d6 evil plus thundering, Havok Staff); or 2
claws +10 melee (1d6+2) and 1 bite +5 melee (1d4+2); SA poison use, smite good,
command undead, aura of despair, sneak attack +2d6, half-fiend abilities; SQ
summon familiar, detect good, dark blessing, fiendish servant, darkvision to 60 ft,
acid, cold, electricity, and fire resistance 20 (note: given the events in the episode
"Sky War", it seems that Skeletor, unlike most half-fiends, is NOT immune to
poison); AL LE; SV Fort +13; Ref +8;
Will +11; Str 14, Dex 15, Con 18, Int 22, Wis 10, Cha 18.
Skills: Alchemy + 26; Bluff + 29; Concentration + 14; Intimidate + 19; Knowlege
(Arcana)+ 28; Knowlege (Eternia) + 26; Ride + 12; Scry + 21; Spellcraft + 31.
Feats: Ambidexterity, Brew Potion, Combat Casting, Craft Staff, Craft Wand,
Leadership, Quicken Spell, Scribe Scroll, Silent Spell, Still Spell, Two Weapon
Half-fiend Abilities: Once per day: Blasphemy, Contagion, Desecrate, Destruction,
Horrid Wilting,
Summon Monster IX (fiend only), Unhallow, Unholy Blight; Three Times per Day:
Darkness, Poinson, Unholy Aura
Possessions: Two Unholy +4 Swortswords (used paired); The Havok Staff (see
below), Ring of Protection +5, Braciers of Armor +6. Skeletor has many more
magical items, but there are the ones he most commonly carries.

The Havok Staff: This magical staff of Skeletor's own design is a metal staff topped
with the skull of a fiendish ram. Used as a weapon it is an Unholy, Thundering
Quarterstaff +5 (only on the "skull end"; the other side is nonmagical). It also has a
unique ability: if the user casts any spell, he can channel the spell through the staff;
an onlooker may believe that the spell is actually a property of the staff rather than
a spell, especially if the Silent Spell feat is used. If the user purposely wishes to
imply such deceit, an onlooker can make a Sense Motive check against the user's
Bluff check.

Familiar: A nameless raven serves as Skeletor's familiar. It rarely accompanies him,

but he sometimes uses it for a spy.

Skeletor's raven familiar

Tiny magical beast; CR 10; HD 13; hp 110; AC 21 (touch 21, flat-footed 19); Init +2
Speed 10ft, Fly 40 ft (average); Atk claws + 4 melee (1d6); Face/Reach 2 1/2 feet / 2
1/2 feet / 0 ft; SQ Alertness, improved evasion, share spells, emphatic link, touch,
speak with master, speak with birds, spell resistace (18), scry on familiar; SV Fort
+13, Ref +8, Will + 11;
Str 1, Dex 15, Con 10, Int 12, Wis 14, Cha 6; Al LE; Skills: As Skeletor; Feat: Weapon
Finesse (Claws)

Fiendish Servant: Skeletor's fiendish servant is a fiendish version of an Eternian

riding cat, whom he calls Panthor. He uses Panthor as both an attack beast and a
mount, and he performs well in both capacities.

Panthor (fiendish Eternian riding cat)

Large magical beast; CR 13; HD 13+52; hp 162; Init +1; Speed 50 ft; AC 21 (touch
10, flat-footed 20); Atk 2 claws + 8 melee, 1 bite + 4 melee; Dmg claw 1d8+6, bite
2d6+6; SA pounce, improved grab, rake, smite good; SQ improved evasion, share
spells, emphatic link, share saving throws, speak with blackguard, blood bond, spell
resistance (13); SV Fort 13, Ref 8, Will 11; Str 23, Dex 13, Con 17, Int 9, Wis 13, Cha
6; Al LE.
Skills: Listen +7, Spot +7, Move Silently +9, Hide +5.

Pounce (Ex): If Panthor leaps on a foe during the first round of combat, he can make
a full attack even if he has already taken a move action; he cannot do this if he is
carrying a rider.
Improved Grab (Ex): To use this ability, Panthor must hit with a claw or bit attack; if
he gets a hold, he can attempt a rake attack. He cannot use this abbility if he is
carrying a rider.
Rake(Ex): Upon establishing a hold, Panthor can make two rake attacks (+9 melee)
with his hind claws for 1d8+3 damage each;he may also rake on a pounce attack.

Spellbooks: Skeletor's spellbooks contain a lengthy selection. They have all arcane
spells of seventh level or lower from the Player's Handbook (except any with the
Good descriptor), several from the Forgotten Realms sourcebook (except those
unique to particular archmages), many from "Tome and Blood," a few (to the DM's
discresion) from "The Book of Vile Darkness", and several that he has invented

Description: Skeletor is a half-fiend, although his status as such is the result of a

curse, not his parentage. His fiendish nature is obvious: his flesh is purple, and most
remarkably, his head is a bare skull. When angered, his usually empty eye sockets
glow red. Despite this bizarre anatomy, he is a living (not undead) creature, and has
no problem talking, eating, breathing, hearing, seeing, or smelling. His dress is
limited to a leather harness, boots, gloves, and a hooded cape, all a dark purple and
decorated with bones.

Tactics: Skeletor always choses spells carefully. He usually has plenty of offensive
spells, but is also fond of illusions and spells that summon elementals, demons, and
other monsters. He usually keeps a Teleport spell memorized for a quick escape.
Although he is civilized enough not to resort to fighting with his claws and teeth
(most of the time, Skeletor, has little sense of honor, and he fights dirty. He does not
know the meaning of "fair fight," and can be quite a bully at times. If his life - or his
freedom - is in jeopardy - he will say or promise anything to save his vile skin; but
only an idiot would believe his promises, for they are all lies.

History: Years ago, the warlord Kelevor and his horde of minions attempted to
enslave his home planet of Eternia by launching an attack against a cabal of ancient
wizards and sorcerers known as the Elders, powerful arcane masters who held the

secrets of controling the vast magics of Eternia in their minds. Kelevor and his men
were no match for them; the Elders cursed him, and banished him and his minions
to the Dark Hemisphire, a place on Eternia of great evil, where no sane creature
dares to go.
Decades went by, and in recent years, the Elders forsaw that evil would return in a
more powerful shape. Their bodies were too old and decrepit to confront the new
challenge; so, working together, they cast a mighty spell that merged themselves,
bodies, souls, and spirits, with an old ruin that Eternias called Castle Greyskull. They
had now lost their identities and individuallity, but their secrets and power were now
safe in a powerful artifact of impenitrable, magically reinforced stone. More would
need to be done, but that could wait, for now.
Evil did come, as Kelevor, now calling himself Skeletor, returned, and constructed a
fortress in an active volcano, which he called Snake Mountain.
He gathered all his minions together, and decided it was time to strike. The
launched an assault on the palace of King Randor, Eternia's current monarch;
Skeletor's plan was to force out of Randor the location of the Elders. Unfortunately,
unbeknownst to Skeletor, that was knowlege that Randor did not have. The attack
did indeed draw out Randor, and his team of elite warriors(who would later
collectively be called The Masters). In the confusion, Skeletor kidnapped Randor,
and tried to torture the information out of him. Once he realized that Randor knew
nothing, the frustrated Skeletor decided to kill him out of spite; but a wrench was
thrown in his plans by the arrival of He-Man, a warrior chosen by Greyskull itself as
its guardian. Skeletor suffered a major defeat that day, and his run-ins with He-Man
would be many and often.
Skeletor eventually began to suspect Greyskull's importance, and has put
considerable effort into breeching its walls. However, the Masters now know exactly
why the Castle is vital to Eternia's existence, and even without He-Man, they will
defend it at a moment's notice. Skeletor has met with failure and frustration
continually; he tends to blame his henchmen most of the time, although it is usually
mostly his fault. In truth, most of Skeletor's minions despise their leader, and only
follow them in hopes of someday stealing his wealth, power, or both. He knows of
their plotting, but arrogantly believes that they are not threat.
In fact, it is probably arrogance, ego, and lack of common sense that has kept the
Overlord of Evil from being a success thusfar. He rarely learns from his mistakes,
often fails to research a plan thoughouly before undertaking it, and rarely sees the
forest for the trees. His quest to conquer Eternia will likely come to a bad end for
both him and all of his followers.

Hank Human Male Ranger 7th AL: LG

The blonde-haired, blue-eyed Hank is the groups natural-born leader. Its never
specified, but Hank is your standard captain of the football team type. Hes
decisive, level-headed, principled and courageous. Dungeon Master makes Hank
the Ranger, meaning he has a longbow that shoots energy arrows.
S: 14 D: 17 C: 15 I: 10 W: 15 Ch: 18 HP: 49
Feats: Dodge, Endurance, Manyshot, Point Blank Shot, Precise Shot, Rapid Shot,
Track, Weapon Focus (Longbow)
Equip: +3 Studded Leather, Energy Bow (+2 Composite Longbow that
accommodates any strength, force arrows deal 2d6 and ignore miss chance for
incorporeal, shed light as a torch, can make power shots with Hank taking a
negative to attack and adding that number to damage), Amulet of Natural Armor
+1, lesser bracers of archery, ring of protection +1, masterwork longsword, potion
of cure light wounds, potion of resist cold 20, some normal gear

Eric Male Human Fighter 7th AL: NG

The ultra-sarcastic Eric fills the wise-cracking sidekick role for the group. A
spoiled child of wealthy parents in the earth realm, Eric is prone to whining about
the groups situation. Hes also famous for acting tough but cowering when facing
a dragon, monster, or other enemy. Though his friends tend to view him as a
complainer and a general pain in the butt, Erics cynicism is very accurate at times
and his frequent questioning of Hanks leadership provides the group with an
important voice of dissent. He also brings some comic reliefmany times the whole
group will get a good laugh out of watching Eric freak out about some harmless
creature chasing him. Dungeon Master makes Eric the Cavalier, meaning he has a
protective shield. Despite acting cowardly at times, Eric steps up and uses his
shield admirably to defend the group from attackers on more than one occasion.
S: 18 D: 13 C: 14 I: 13 W: 10 Ch: 9 HP: 57
Feats: Combat Expertise, Improved Disarm, Improved Initiative, Improved Shield
Bash, Lightning Reflexes, Run, Weapon Focus (Shield), Weapon Specialization
Equip: +2 Elven Chain, Griffon Shield (+2 Bashing Heavy Steel Shield that can be
wielded two handed, as an immediate action can create a 10ft diameter Otiluke's
Resilient Sphere centered on Eric, any other creature in the area may make a Reflex
save DC16 to be pushed into the nearest open square on a success, effect can be
dismissed as a standard action or until the duration elapses. The sphere effect may
be used for 5 rounds per day which need not be consecutive.), Bag of holding (type
I), cloak of resistance +2, gauntlets of ogre power +2, potion of cure moderate
wounds, some normal gear.

Diana Human Female Monk 7th AL: LG

The tough but friendly Diana is given the title of Acrobat, which works well since in
the earth realm she was an all-state gymnast. Her weapon is a magical staff, which
she often uses in more of a pole vault fashion. Diana is amicable, courageous, and
very independent. Other than Hank, she seems to be the groups strongest leader.
S: 14 D: 17 C: 16 I: 13 W: 17 Ch: 13 HP: 56
Feats: Combat Reflexes, Improved Trip, Lightning Reflexes, Stunning Fist, Weapon
Finesse, Weapon Focus (Quarterstaff), Weapon Focus (Unarmed Strike)
Equip: Javelin Staff (+2 ki strike quarterstaff when used in melee or +2 ki strike
javelin when thrown, allows use of stunning fist in melee or at range, can extend to
20 feet or shrink to the size of a toothpick as a standard action but can not be used
as a weapon in either form, +5 bonus to jump checks, Diana may make a free trip
attack whenever the staff hits someone without provoking attacks of opportunity
and if the attempt fails the opponent may not attempt to trip Diana), amulet of
natural armor +1, bracers of armor +3, ring of protection +1, vest of escape, potion
of cure serious wounds, some normal gear.

Presto Human Male Wizard 7th AL: NG

A bumbling amateur magician known for botching card tricks in the earth realm,
Prestos role in the realm of D&D isnt all that unfamiliar as Dungeon Master
conveniently decides that he will be a magician. Unfortunately for Presto, his
difficulties performing magic tricks persist in the new realm too. This leads to Presto
lacking in self-confidence. His hat has magical powers, enabling him to cast spells
and pull key items from it to help the crew in times of peril. The only problem is
that Presto rarely gets it right and more often ends up pulling something ridiculous
from his hat, providing a little levity. Once in a while though, Presto comes through
and saves the gang with his magic.
S: 11 D: 9 C: 16 I: 20 W: 15 Ch: 13 HP: 40
Feats: Combat Casting, Empower Spell, Lightning Reflexes, Magical Aptitude, Scribe
Scroll, Spell Focus (Evocation)
Equip: dagger, Hat of Many Spells (acts as a rod of wonder, Presto can reach into
the hat and produce any spell component up to 1000 gp for any spell he casts
(component lasts 1 round), use the hat to Empower a spell he is casting or cast a
spell directly from his spellbook but these effects can be unpredictable - roll
percentile dice: on 1 - 35 the spell is wasted but a rod of wonder effect occurs, 36 -

65 the spell takes effect but a rod of wonder effect occurs as well, 66 - 100 the spell
takes effect as desired.), Amulet of Natural Armor +1, cloak of resistance +2,
headband of intellect +2, ring of protection +1, spellbook, potion of aid, potion of
cure serious wounds, potion of displacement, wand of magic missile (7th), some
normal gear

Sheila Human Female Rogue 7th AL: NG

Blue-eyed, red-haired and freckled, Sheila is the groups most emotional member
and at times provides a mother-like presence. Dungeon Master proclaims her to be
the Thiefwhich apparently does not carry a negative connotation in the realm of
D&D. Her weapon is a cloak that makes her invisible when she puts on its hood.
While its probably not the coolest weapon of the bunch, it helps the gang escape
from a number of difficult situations. Many hints are given that Sheilas feelings for
Hank may go beyond just friendship, but nothing is ever confirmed.
S: 10 D: 18 C: 17 I: 14 W: 13 Ch: 15 HP: 48
Feats: Skill Focus (Use Magic Device), Two Weapon Fighting, Weapon Finesse,
Weapon Focus (Rapier)
Equip: +2 Mithral Shirt, ring of protection +1, two masterwork rapiers, Cloak of
Invisibility (Invisibility as the spell 5/day, greater invisibility 2/day for 1d4 rounds,
Sheila needs a free hand to activate the cloak, if damaged while invisible Sheila
becomes visible and the cloak stops functioning for 2d4 rounds), potion of cure
moderate wounds, scroll of raise dead, scroll of sanctuary, wand of cure moderate
wounds (25 charges), some normal gear

Bobby Human Male Barbarian 7th AL: CG

The groups youngest member by several years, the impetuous Bobby is Sheilas
younger brother. Playing the role of Barbarian, Bobby wields an oversized club that
shakes the earth when he slams it down. Like his sister, Bobby is an emotional
character, a little bit temperamental and very protectiveespecially of Uni, the
groups unicorn mascot.
S: 19 D: 13 C: 18 I: 11 W: 8 Ch: 10 HP: 79
Feats: Cleave, Improved Sunder, Power Attack, Weapon Focus (Greatclub)
Equip: Thunder Club (+2 greatclub, grants +4 Strength, 3/day Bobby may strike the
ground and cause a tremor in a 30 foot line those in the area must make a Reflex
DC 20 or fall prone), +2 hide armor, amulet of natural armor +2, boots of the
winterlands, potion of cure light wounds, potion of heroism, salve of slipperiness,

sovereign glue, universal solvent, some normal gear

Uni 3HD Young Unicorn (Small Magical Beast) AL: LG CR: 2

S: 10 D: 17 C: 21 I: 10 W: 16 Ch: 17 HP: 31
Feats: Alertness, Skill Focus (Survival)
SA/SQ: Magic Circle against Evil 10 radius; immune to charm, compulsion, and
poison; alicorn (Uni's horn is treated as +1 magic weapon); darkvision 60 feet;
lowlight vision; scent; Spell like abilities: Cure light wounds 3/day, cure moderate
wounds 1/day, neutralize poison (touch only DC 17) 1/day, greater teleport (within
forest only) 1/day (caster Level 5th)

Venger Male Half Fiend Human Sorcerer 13th/ Archmage 5th AL: NE
An evil Sorcer, Venger is known for his fangs, his bat-like wings, and his iconic onehorned helmet. He rides a black stallion that can fly through the sky. In addition to
his own powerful magic abilities, Venger is in control of an army of orcs and has a
shadow demon as his right hand man. The only force in the realm more powerful
than Venger is the dragon Tiamat. Venger seeks the 6 weapons that the
protagonists possess, for if he can obtain them he will be strong enough to defeat
Tiamat and control the realm.
S: 18 D: 22 C: 26 I: 18 W: 15 Ch: 24 HP: 190
Feats: Empower Spell, Great Fortitude, Iron Will, Lighting Reflexes, Skill Focus
(Spellcraft), Spell Focus (Evocation), Spell Focus (Necromancy), Weapon Focus (Ray)
Equip: Amulet of Health +6, Bracers of Armor +8, Cape of Montebank, Bead of
Force, Elemental Gem (Fire), Maximize Metamagic Rod, Potion of Barkskin +3, Potion
of Cat's Grace
High Arcana: Arcane Fire, Arcane Reach, Mastery of Elements, Mastery of Shaping,
Spell Power +1
Sorcerer Spells Known: (Caster Level 19)
0th (6/day): arcane mark, detect magic, ghost sound, light, mage hand, open/close,
read magic, resistance, touch of fatigue
1st (8/day): expeditious retreat, magic missile, protection from good, ray of
enfeeblement, shield
2nd (8/day): Knock, false life, scorching ray, touch of idiocy, web

3rd (8/day): dispel magic, displacement, fireball, hold person

4th (7/day): animate dead, bestow curse, polymorph, wall of ice
5th (6/day): cone of cold, symbol of pain, telekinesis, wall of force
6th (6/day): chain lightning, flesh to stone, Otiluke's freezing sphere
7th (6/day): control undead, delayed blast fireball, limited wish
8th (4/day): Otiluke's Telekinetic Sphere, polar ray
9th (2/day): Imprisonment
Thundarr is a barbarian from parts unknown. All that is known, is that he was
captured and enslaved by an evil wizard named Sabian. He was forced to fight as a
gladiator, but he freed himself and lead a slave revolt. Although not specified, it is
believed that Sabian's step-daughter Arial gave him the Sunsword, which allowed
him to defeat the wizard and his mutant army (as seen in the opening credits). He
now travels with Ookla the Mok, and the sorceress Princess Ariel.
Thundarr is strongly-built man, with fair-skin, and blond hair. He is dressed in a
sleeveless fur suit with leather belt, fur boots, leather or bronze armbands, and
fang-teeth on a leather cord.

Thundarr the Barbarian Male human Barbarian 14

Size medium humanoid (human)
Init +2; Perception +0
Armor Class: 28, touch 17, flat-footed 26 (+11 armor, +5 deflection, +2 Dex)
Hit Points: 152 (14d12+56)
Saves: Fort +11, Ref +6, Will +4 (+8 vs. enchantments)
Speed: 40 ft. Melee: Sun Blade +26/+21/+16 (5d6+12/19-20)

Ranged: Masterwork shortbow +13 (1d6/x3)

Special Attacks: Greater Rage, Rage (32/day), Rage Powers (Terrifying Howl)
Str 24, Dex 14, Con 16, Int 10, Wis 11, Cha 10
Base Attack +14; CMB +21; CMD 33
Bloody Assault, Cleave, Crippling Critical, Critical Focus, Great Cleave, Improved Bull
Rush, Intimidating Prowess, Power Attack
Climb +24, Intimidate +24, Ride +19, Survival +17 Special Qualities Disruptive,
Fast Movement, Fearless Rage, Knockback, Improved Uncanny Dodge, Indomitable
Will, Quick Reflexes, Renewed Vigor, Strength Surge, Trap Sense +4 Combat Gear
Belt of Giant Strength +6, Ring of Protection +5 Other Gear +7 chain shirt, sun
blade, riding horse, other gear and treasure
Before battle Thundarr attempts to force his opponents to surrender by using
Intimidate to frighten them. Once combat begins Thundarr rushes in without
thinking. He will challenge the strongest looking opponent leaving his allies to deal
with the rest of the enemies. If all of their opponents appear to be of roughly equal
strength he will attack the apparent leader. Thundarr is reckless but he is not stupid.
If the battle turns against him, he will retreat and fight another day. The only
exception to this is if one of his friends is in mortal danger, the Thundarr will fight to
the death.
Thundarr is a massively built human with blond hair. He dresses in typical barbarian
fashion and wears lots of furs.
Thundarr is hot-headed and prefers to let his weapon do the talking for him. He is
also loyal and will never turn his back on a friend in need. He is dedicated to the
cause of freedom and will always do anything he can to add the oppressed.
Thundarr was born in Numeria and has lived there most of his life. He was enslaved
at a young age and eventually became the favorite gladiator of a Numerian wizard.

During that period, he caught the eye of Ariel, the wizards adopted daughter and
became friends with Ookla, a Mok'nathal gladiator. Ultimately Thundarr convinced
Ariel to help him and Ookla escape. Together the three of ride throughout Numeria
fighting opression and attempting to free the people of their homeland from the
oppressive whims of the ruling wizards and the foul Black Soverign.

Gummi Bear

+2 Dex, +2 Con or Cha

+2 History and Acrobatics

Juice Drinker: When you use a consumable item regain 2 hit points(3 at level 5, 4 at
level 10, 5 at level 15, 6 at level 20, 7 at level 24, 8 at level 28). Also you know the
formula to make Gummi Juice.

Power: Gummy Juice Jump. Move Action: Jump 5 squares. You do not draw
opportunity attacks for this movement. You gain combat advantage until the end of
your turn against any creature that you end this jump adjacent to.

Monsters of D&D - Newlithid Warmachine

The next step in Illithid evolution is merely another chapter in the dark history of the
Mind Flayers. Few scholars have delved deep into their obscure lore and came out
sane. But, the lore that has surfaced proclaims that Mind Flayers were once like
humans, before they had the desire to turn themselves into the perfect beings.
Somewhere along the process, something went wrong and they became horrors we
had seen today. But to them, they saw the process as evolution in action. However,
this wasnt enough for much of the population, they wanted to go further. Those
who didnt agree with this notion left their homeland, only to be stranded within the
D&D multiverse!
The remainder of the species found ways to artificially produce what they called
the Master Race. Their new forms were even more powerful, despite their
compromised defenses. To make up for this, the New-lithids crafted mechanical

shells equipped with some of the strongest death weapons known to all reality!
Woe to those who should ever encounter these great beasts, for their nearunbreakable armor and destructive super-weapons make them a terrifying foe. If
they were to discover realities beyond their own, not only would they exterminate
their lesser Mind Flayer brethren but, they would destroy all life that is nonNewlithid.
*This is essentially my take on Mind Flayer mythology; while melding it with the
classic Doctor Who adversary, The Daleks. On top of that, I made this creature as
deadly as possible within D&D 5th rules. This creature is suited for a CL 18
encounter or higher, but can provide a terrifying threat for low level encounters.*

Medium Aberration, Neutral Evil

Armor Class 26
Hit Points 288 (28d8 + 36)
Speed 20 ft., 20 ft. (hover)
STR - 12 DEX - 8 CON - 15 INT - 20 WIS - 10 CHA - 15
Saving Throws Dexterity +5, Wisdom +6
Skills Intimidate +8
Condition Immunities - Poisoned, Charmed, Exhaustion, Fear, Disease, Petrify,
Damage Immunities - Non-Magical Weaponry, Cold, Necrotic, Radiant, Poison
(Alternative: Swap out Radiant and Necrotic for Radiation damage)
Damage Resistances - Physical Based Damage from Magic Weapons
Damage Weaknesses - Fire, Lightning (Alternative - Swap out Fire and Lighting for
Laser damage)
Senses Darkvision 120 ft.
Damage Immunities Deep Speech, Common, Telepathy 30 ft.
Challenge 18 (20,000 XP)

Magic Resistance - Advantage on spells/magical effects.

Suction Hand - The creature can still use Extermination Gun while grappling with
suction hand w/o any disadvantage. However, you cannot use Legendary Actions to
make extra attacks or maximize the Extermination Gun while a creature is grappled.
Squishy Interior - If the Newlithid is without any armor (with 16 effective AC), any hit
against it counts as an automatical critical hit. It also loses any physical based
weaknesses and resistances (including to magic weapons) while not in its
specialized armor.
Vision Impairment - Newlithids have disadvantage on all saves involving blinding.
Furthermore, you can instead attack its camera eyes on its armor to impose
blindness instead. Attack success results in blindness.
Madness - It is easy to enrage these beings, due to their extreme xenophobia. Also,
use of crafty word play can temporarily foil their plans at least for a bit. For
example, you could pass off a delicious treat as an explosive device before they
scan said biscuit. As such, its really easy to anger them through Intimidate or
distract them through Deception. That said, Newlithids are fanatically devoted to
their own causes, means of perfection, and annihilation of imperfect beings. Any
attempt to charm them or manipulate them will fail, only fueling their blind hatred
Bulky - If the newlithid is knocked prone, it must take an action in order to get up.
Enemies have advantage on all saves against relevant attacks while the newlithid is
Extermination Gun - This works like Disintegrate cast at 9th level and can be used
at-will. Target within 60 ft. must make a Dexterity saving throw (19) or take 120
(19d6 + 40) damage. For the sake of resistance, this attack counts as an enchanted
weapon, not a spell.
Psionic Blast (recharge 5-6) - +11 to hit; 60 ft. range; 28 (4d10+INT) Psychic
damage; must roll an Intelligence save (19) or be incapacitated for 1 round.
Mind Drain - Can use action to suck out brain from victim; +7 to hit; 5 ft. melee; one
grappled creature; 66 (12d10+1) bludgeoning damage; sucks up brain of victim
who dies from this.
Legendary Actions - 2 Points - One Legendary Action per round
* Direct Hit - 2 Points - Extermination Gun does maximum damage on failed save

* Multiple Attack - 2 Point - Extra Psionic Blast, Mind Drain (if grappled), Grapple, or
Extermination Gun
* Demoralize the Inferior - 1 Point - Bonus Action to Demoralize Opponents (Save vs.
Fear). All creatures that can hear within 60 ft.
* Secure Prey - 1 Point - You can grapple with the suction hand with advantage and
as a bonus action.

Newlithids look almost nothing like their Mind Flayer brethren. Their exterior is seen
as a big metallic shell with numerous lights on the top of the rotating head piece
that help with perceiving its environment. One of its arms is covered in suction
cups with a massive expanding cup hand to grapple and drain the victim of their
brain. Their other arm is a destructive super weapon capable of eliminating
enemies in an instant. One of the flaws in the shells design is lack of proper legs,
but many small wheels to cart them around. As such, it is hard for them to travel up
surfaces naturally. Fortunately for them, newer models of their armor have the
ability to hover around 5 ft. off the surface

Esther Delfino, Dedicated Hero

Ability Scores:
Geth roll "4d6k3 4d6k3 4d6k3 4d6k3 4d6k3 4d6k3" for Stats
Have you ever heard of Cosmodyne Securities? Of course you have, what sort of man with an eye for
money hasn't heard of them. A firm with quite the reputation for turning pennies into gold bars. Now I
know what you're thinking, big shots like them only the real high rollers earn with them. Well sir, I can tell
you that's not the case.
As long as you have an account with them, they'll handle your investment no matter how small. But
looking at you, I'll bet you've quite the roll. I'll bet you probably have a Surano in your make
that two! No? Why I think you deserve one! And Cosmodyne can help make that dream come true.
All you need to do is fill out this application... Oh no sir, I don't need your credit card number or any such
thing. You're right not to tell me, after all I'm just a stranger. Goodness knows you can't just trust anyone
who just walks up to you these days. Besides as an accredited representative I would never ask you to
reveal such sensitive information. Here, let me give you my business card.
Now then, all you need to do is fill out your name and address over here. Just an optional questionnaire,

just to give the bean-counters something to do if you know what I mean. Here use my pen to...there we go
sir....and fill out this section....oh no need to fill out that part. That's part's for me. Now sign right here just
to verify...and we're done sir! Once I get this sheet in to my boss, you can expect a call within a week or
two. My name? Why it's Annie...and yes it certainly was a pleasure chatting with you... Have a nice day
and I hope we can expect your business in the future !

Esther Delfino
Dedicated Hero 1
Hit Die 1d6+3 / BAB +0 / Fort +1 / Ref +0 / Will +1 / Def Bonus +1 / Rep +2
Str 12 (+1) / Dex 10 (1) / Con 17 (+3) / Int 12 (+1) / Wis 17 (+3) / Cha 15 (+2)
Occupations: Criminal/Entrepreneur
Skills: Bluff, Forgery, Knowledge [Current Events, Streetwise] +1
Feats: Brawl
Reputation +1
Skill Emphasis [Sense Motive]
Bluff 4+2 = 6
Forgery 1+1 = 2
Investigate 2+1+2 = 5
Knowledge (Business) 1+1 = 2
Knowledge (Current Events) 3+1+1 = 5
Knowledge (Streetwise) 3+1+1 = 5
Listen 1+3 =4
Profession [Grifter] 3+3 = 6
Read/Write Language 1 [Spanish]
Speak Language 2 [Korean, Spanish]
Spot 1+3 = 4
Sense Motive 2+3+5 = 10
Attentive [+2 Investigate & Sense Motive]

Confident [+2 Gamble & Intimidate]
Simple Weapons Proficiency

Roger Weber
Smart Hero Level 1
Hit Die 1d6+1 / BAB +0 / Fort +0 / Ref +0 / Will +1 / Def Bonus +0 / Rep +1 / 7 Hit Points
Str 10 (0) / Dex 14 (2) / Con 12 (1) / Int 18 (4) / Wis 8 (-1) / Cha 13 (1)
Occupations: Student / Criminal
Computer Use +1 / Knowledge (Physical Sciences) +1 / Research +1
Additional Class Skills: Hide, Move Silently
Bonus Feats: Personal Firearms Proficiency
Savant (+Smart level to Craft: Chemical)
Computer Use +9
Craft (Chemical) +9
Craft (Electronic) +8
Demolitions +8
Disable Device +8
Hide +6
Investigate +8
Knowledge (Current Events) +5
Knowledge (Earth/Life Science) +5
Knowledge (Physical Science) +9
Knowledge (Streetwise) +8
Knowledge (Technology) +8
Move Silently +6
Research +9
Search +8
Personal Firearms Proficiency
Point Blank Shot (+1 atk/dmg in 30ft)
Precise Shot (No penalty for shooting enemy engaged in melee)
Simple Weapons Proficiency
1) Get the Lost MC off my ass for good. Make peace, buy them off, or you know, whatever
happens happens...
2) Set myself as the premier supplier of psychedelia in San Andreas. I'm talking real money
here. Like fucking Vinewood money, man.
3) Ruin Richard. 1%er corporate leeches like him are what make LS such such a vapid
shithole. Plus, he's turned mom into this total psycho. You can't disappear me that easy dick.
Here's a quick and dirty character.
Roger Weber is a Vespucci Beach native who was content to deal dimebags, get stoned, and

trip balls out in Blaine County, up until mom's new husband Richard (banker CEO type)
shipped him off and out of sight to uni in Las Venturas with a full ride (nice of him, huh). That
lasted all of a few semesters. Roger was smart enough to breeze through high school
without giving it much attention and although a few of his courses were maybe getting
interesting, the distractions of partying with clientele eager to give up their tuition checks
for a bag of 'college experiences' proved too much.
He eventually dropped uni entirely and out of a rented house in Grapeseed began cooking
and growing the fun stuff himself. People made it seem like this shit was hard to get a hold
of, but all it took was a few eyefind searches for instructions and recipes, maybe an order
from overseas or a trip to the hardware store, and boom. Shrooms, dmt, acid, weed, molly,
and maybe little crystal here and there, Roger started supplying himself and pulling in some
real cash selling to kids back at uni as well as a broadening selection of customers back
home in LS.
It was easy to keep a low profile before, but big money meant big attention. Lost MC and
smaller time families still had pull up in Blaine County and after sniffing out Roger's
homegrown op, tried to squeeze him out. A guy's got to protect his piece though, and so a
web search later, helped with a little fertilizer, gasoline, and copper wires, he found a
temporary (and loud) solution to his problems. Remnants of the Lost were still out there
though (minus a cookhouse), so Roger thought it best to relocate back to LS in Mirror Park to
lay low. Bad news if the LMC ever track him down, and probably worse news if his folks ever
caught wind he'd dropped out.

Daisy May
Fast Hero Level 1
Hit Die 1d8 / BAB +0 / Fort +0 / Ref +1 / Will +0 / Def Bonus +3 / Rep +0
Str 8 (-1) / Dex 16 (+3) / Con 10 (0) / Int 12 (+1) / Wis 15 (+2) / Cha 16 (+3)
Occupation: Rural
Drive (+1 Competence), Repair (+Class Skill)
Bonus Feat: Personal Firearms Proficiency
Wealth Bonus +1
Evasion (Reflex Save for no damage)
Craft (mechanical) 4+1=5

Drive 4+3+1+2=10
Knowledge (popular culture) 4+1=5
Pilot 4+3+2=9
Profession (Farmer's Daughter) 4+2=6
Repair 4+1=5
Personal Firearms Proficiency
Simple Weapons Proficiency
Vehicle Expert (+2 Drive and Pilot)
A Quote: "I'm the fastest thing on wheels. I drive pretty well, too."

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